Chapter 193

193.211(1) (1) Distinguishable name. The name of a cooperative shall distinguish the cooperative upon the records of the department from the name of all business entities authorized to do business in this state and all names the right to which are, at the time of organization, reserved or provided for by law.

193.211(2) (2) Reservation; contest of name. A cooperative’s name is reserved for use by the cooperative during the cooperative’s existence, except that a person doing business in this state may contest the cooperative’s use of the name as provided by law.

193.211 History History: 2005 a. 441.

193.215 193.215 Articles of organization and notice of mailing address.

193.215(1) (1) Filing required. The organizers of a cooperative shall file with the department the cooperative’s original articles as specified under sub. (2), together with the statement required under s. 193.115 (2) and a statement listing the current mailing address of the cooperative.

193.215(2) (2) Content of articles.

193.215(2)(a) (a) The articles shall state all of the following:

193.215(2)(a)1. 1. The name of the cooperative.

193.215(2)(a)2. 2. The purpose of the cooperative.

193.215(2)(a)3. 3. The name and address of each organizer.

193.215(2)(a)4. 4. The duration of the cooperative, if the duration is not to be perpetual.

193.215(2)(b) (b) The articles may contain any other lawful provision.

193.215(3) (3) Effect of proper filing. Upon compliance with sub. (1), all of the following apply:

193.215(3)(a) (a) It is presumed that all conditions precedent to organizing the cooperative that are required to be performed by the organizers have been satisfied.

193.215(3)(b) (b) The cooperative is chartered by this state as a separate legal entity with perpetual duration or any other duration stated in the articles under sub. (2) (a) 4.

193.215(3)(c) (c) The department shall issue a certificate of organization to the cooperative.

193.215(4) (4) Change of mailing address. If the mailing address of the cooperative changes, the cooperative shall file with the department a statement notifying the department of the change of address.

193.215 History History: 2005 a. 441.

193.221 193.221 Amendment of articles.

193.221(1) (1) Procedure.

193.221(1)(a) (a) Except as provided under sub. (3), the articles of a cooperative may be amended as follows:

193.221(1)(a)1. 1. The board by majority vote may adopt a resolution stating the text of the proposed amendment. The text of the proposed amendment and, if approved by the board, an attached mail or alternative ballot, shall be mailed or otherwise distributed with any regular or special meeting notice to each member. The notice shall designate the time and place of the meeting at which the proposed amendment will be considered and voted on.

193.221(1)(a)2. 2. If a quorum of the members is registered as being present or represented by alternative vote at the meeting specified in the notice under subd. 1., the proposed amendment may be adopted by the following means, as applicable:

193.221(1)(a)2.a. a. By a majority of the votes cast.

193.221(1)(a)2.b. b. For a cooperative with articles or bylaws requiring more than majority approval or other conditions for approval, by a sufficient vote as required under the articles or bylaws or by satisfying the other conditions for approval.

193.221(1)(b) (b) The articles may be amended as restated articles using the procedure under par. (a). If restated articles are adopted, the restated articles supersede all prior articles and amendments to the articles.

193.221(1)(c) (c) After an amendment or restated articles are adopted under par. (a) or (b), the chair, vice-chair, records officer, or assistant records officer of the cooperative shall sign the amendment or restated articles and promptly file a copy with the department.

193.221(2) (2) Certificate.

193.221(2)(a) (a) If an amendment or restated articles are adopted under sub. (1), the board shall prepare a certificate containing all of the following:

193.221(2)(a)1. 1. A statement listing the date of the meeting at which the board adopted the resolution concerning the proposed amendment under sub. (1) (a) 1. or the restated articles and the vote of the board.

193.221(2)(a)2. 2. A copy of the notice provided to members under sub. (1) (a) 1.

193.221(2)(a)3. 3. A listing of the quorum registered at the meeting under sub. (1) (a) 2.

193.221(2)(a)4. 4. A listing of the votes cast adopting the amendment or the restated articles at the meeting under sub. (1) (a) 2.

193.221(2)(b) (b) The chair, vice-chair, records officer, or financial officer of the cooperative shall sign the certificate and file the certificate with the records of the cooperative.

193.221(3) (3) Amendment by directors. A majority of directors may, by resolution, amend the articles if the cooperative does not have any members with voting rights. The board shall promptly file an amendment under this subsection with the department.

193.221(4) (4) Effective date of amendment. An amendment or restated articles adopted under sub. (1) or an amendment adopted under sub. (3) is effective on the date specified in the resolution adopted under sub. (1) (a) 1. or (3), as applicable, or, if no such date is specified, upon the filing of the amendment or restated articles with the department.

193.221 History History: 2005 a. 441; 2011 a. 260.

193.225 193.225 Conversion to cooperative.

193.225(1) (1) Authority and notice. A business entity other than an cooperative may become a cooperative by following the applicable procedure under sub. (2) or (3). A business entity shall provide its members with a disclosure statement listing the rights and obligations of the members and the capital structure of the proposed cooperative before making a conversion under this section.

193.225(2) (2) Procedure for entities organized in this state. A business entity organized under the laws of this state, other than a cooperative, that elects to make a conversion as provided under sub. (1) shall amend its organizational documents in the manner provided under the laws that govern the business entity. The business entity shall file with the department amended articles of organization that comply with s. 193.215. Upon the filing of the amended articles of organization, the business entity is converted to a cooperative and is governed by the applicable provisions of this chapter.

193.225(3) (3) Procedure for entities organized in other states. A business entity organized under the laws of another state that elects to make a conversion as provided under sub. (1) shall amend its organizational documents in the manner provided under the other state’s laws that govern the business entity. The business entity shall file with the department amended articles of organization that comply with s. 193.215. Upon the filing of the amended articles of organization, the business entity is converted to a cooperative and is governed by the applicable provisions of this chapter.

193.225(4) (4) Conversion of cooperatives organized under chapter 185. A cooperative that is organized under ch. 185 may not convert to a cooperative organized under this chapter regardless of whether the conversion is accomplished directly within Wisconsin or indirectly through or with any out-of-state entity.

193.225 History History: 2005 a. 441.

193.231 193.231 Curative filing. If the department determines that a cooperative has made an erroneous filing under this chapter, the department may revoke and expunge the erroneous filing and authorize a curative document to be filed. The department shall charge the cooperative a filing fee of $500 for any such revocation, expungement, and subsequent curative filing.

193.231 History History: 2005 a. 441.

193.241 193.241 Bylaws.

193.241(1) (1) Required. A cooperative shall have bylaws governing the cooperative’s business affairs and structure, the qualifications, classification, rights, and obligations of members, and the classifications, allocations, and distributions of membership interests which are not otherwise provided in the articles or by this chapter.

193.241(2) (2) Contents. The bylaws may contain any provision relating to the management or regulation of the affairs of the cooperative that is not inconsistent with applicable law or the articles and, if not stated in the articles, the bylaws shall include all of the following:

193.241(2)(a) (a) A description of the capital structure of the cooperative, including a statement of the classes and relative rights, preferences, and restrictions granted to or imposed upon each class of member interests, the rights to share in profits or distributions of the cooperative, and the authority to issue member interests and, if applicable, a statement that the board may establish a class or series of member interests, set forth the designation of the class or series, and fix the relative rights and preferences of the class or series.

193.241(2)(b) (b) A provision designating voting and governance rights, including which membership interests have voting power and any limitations or restrictions on the voting power, which shall be in accordance with the provisions of this chapter.

193.241(2)(c) (c) A statement that patron membership interests with voting power are restricted to one vote for each member regardless of the amount of patron membership interests held in the affairs of the cooperative or a statement describing the allocation of voting power as prescribed in this chapter.

193.241(2)(d) (d) A statement that membership interests held by a member are transferable only with the approval of the board or a statement otherwise describing the manner in which membership interests may be transferred consistent with this chapter.

193.241(2)(e) (e) If nonpatron membership interests are authorized, a statement as to how profits and losses will be allocated and cash will be distributed between patron membership interests collectively and nonpatron membership interests collectively, a statement that net income allocated to patron membership interests as determined by the board in excess of dividends and additions to reserves shall be distributed on the basis of patronage, and a statement that the records of the cooperative shall include the interests of patron membership interests and, if authorized, nonpatron membership interests in any classes of interests and in the reserves.

193.241(2)(f) (f) A statement of the number of directors; the qualifications, manner of election, powers, and duties of directors; and the manner in which any compensation of directors is determined. Provisions included in the bylaws under this paragraph shall be consistent with subch. IV.

193.241(2)(g) (g) A statement of the qualifications of members and any limitations on their number.

193.241(2)(h) (h) A description of the methods of admission, withdrawal, suspension, and expulsion of members.

193.241(2)(i) (i) A general description of members’ governance rights and financial rights, assignability of governance and financial rights, and other rights, privileges, and obligations of members and their membership interests, which may be further described in member control agreements.

193.241(2)(j) (j) Any provisions required by the articles to be in the bylaws.

193.241(3) (3) Adoption and amendment; notice.

193.241(3)(a) (a) Bylaws shall be adopted prior to any distributions to members, but if the articles provide that rights of contributors to a class of membership interest will be determined in the bylaws, then the bylaws shall be adopted prior to the acceptance of any contributions to that class.

193.241(3)(b) (b) Subject to subs. (4), (5), and (6), the bylaws may be adopted or amended by the board or, if all of the following apply, the members may adopt or amend bylaws at a regular or special members’ meeting:

193.241(3)(b)1. 1. The notice of the meeting contains a statement that the bylaws or amendments will be voted upon, a statement summarizing the proposed bylaws or amendments, and either copies of the bylaws or amendments or a statement that copies of the bylaws or amendments are available from the cooperative upon request.

193.241(3)(b)2. 2. A quorum of the members is registered as being present or represented by alternative vote at the meeting.

193.241(3)(b)3. 3. The bylaws or amendments are approved by the following means, as applicable:

193.241(3)(b)3.a. a. By a majority of the votes cast.

193.241(3)(b)3.b. b. For a cooperative with articles or bylaws requiring more than majority approval or other conditions for approval, by a sufficient vote as required under the articles or bylaws or by satisfying the other conditions for approval.

193.241(3)(c) (c) The members may amend the bylaws even though the bylaws may also be amended by the board. The board may amend the bylaws even though the bylaws may also be amended by the members.

193.241(3)(d) (d) The board shall distribute to the members any amendment to the bylaws adopted by the board no later than the 10th day after adoption and the notice of the next regular members’ meeting occurring after adoption shall contain a notice and summary of, or a copy of, the amendment.

193.241(4) (4) Limitation on board’s amendment authority. The board may not amend the bylaws if any of the following apply:

193.241(4)(a) (a) This chapter, the articles, or the bylaws reserve the power exclusively to the members.

193.241(4)(b) (b) The articles or bylaws expressly prohibit the board from doing so.

193.241(4)(c) (c) The amendment would fix a greater quorum or voting requirement for members or voting groups of members or would amend a provision adopted by amendment under sub. (5).

193.241(5) (5) Amendment to change quorum or voting requirements for members. The members may amend the bylaws to specify a greater quorum requirement for members, or voting groups of members, or a greater number of votes or members participating required for approval than is otherwise required by this chapter. An amendment to the bylaws to add, change, or delete such a quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever are more stringent.

193.241(6) (6) Amendment to change quorum or voting requirements for directors.

193.241(6)(a) (a) A bylaw that specifies a greater quorum requirement for the board or a greater number of votes or directors participating required for approval than is otherwise required by this chapter may be amended as follows:

193.241(6)(a)1. 1. If the bylaw was originally adopted by the members, only by the members.

193.241(6)(a)2. 2. If the bylaw was originally adopted by the board, by the members or by the board.

193.241(6)(b) (b) A bylaw, or amendment to the bylaws, adopted by the members that specifies a greater quorum or voting requirement for the board as described in par. (a) may provide that it may be subsequently amended only by a specified vote of either the members or the board, but if the bylaw or amendment so provides, the bylaw or amendment shall be originally adopted by the specified vote of the members proposed in the bylaw or amendment.

193.241(6)(c) (c) Action by the board under par. (a) 2. shall meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is more stringent.

193.241(7) (7) Emergency bylaws.

193.241(7)(a) (a) Unless otherwise provided in the articles or bylaws, the board may adopt emergency bylaws which take effect only during an emergency as defined in par. (d). The emergency bylaws, which are subject to amendment or repeal by the members, may include all provisions necessary for managing the cooperative during an emergency, including any of the following:

193.241(7)(a)1. 1. Procedures for calling a meeting of the board.

193.241(7)(a)2. 2. Quorum requirements for the meeting.

193.241(7)(a)3. 3. Designation of additional or substitute directors.

193.241(7)(b) (b) All provisions of the regular bylaws consistent with the emergency bylaws remain in effect during any emergency.

193.241(7)(c) (c) Action taken in good faith in accordance with the emergency bylaws:

193.241(7)(c)1. 1. Binds the cooperative.

193.241(7)(c)2. 2. May not be the basis for imposition of liability on any director, officer, employee, or agent of the cooperative on the ground that the action was not authorized cooperative action.

193.241(7)(d) (d) An emergency exists for the purposes of this section if a quorum of the directors cannot readily be obtained because of a catastrophic event.